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Primegro/Growthpoint -
GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN: ZAE000037669
("Growthpoint" or "the company")
PRIMEGRO PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018436/06)
Share code: PMG ISIN: ZAE000022620
("Primegro")
Fulfilment of the conditions precedent to the proposed merger between
Growthpoint and Primegro and the salient dates of Primegro"s liquidation
distribution
1. INTRODUCTION
Growthpoint and Primegro linked unitholders are referred to the Growthpoint
and Primegro announcements published in the press on 10 July 2003 informing
unitholders that the requisite majority of Growthpoint and Primegro linked
unitholders respectively, had passed the resolutions necessary to approve the
proposed merger of the businesses of Growthpoint and Primegro ("the proposed
merger"). Implementation of the proposed merger has been subject to the
fulfilment of certain conditions precedent.
2. FULFILMENT OF CONDITIONS PRECEDENT
Investec Bank Limited is authorised to announce that the remaining conditions
precedent to the proposed merger have now been fulfilled. Unconditional
approval for the proposed merger was received from the Competition Tribunal on
30 July 2003.
The Primegro property portfolio has transferred into the name of Growthpoint
and the closing date per the merger agreement between Growthpoint and Primegro
will be 4 August 2003.
3. SALIENT DATES FOR THE PRIMEGRO LIQUIDATION DISTRIBUTION
Notice is hereby given by Primegro of the liquidation distribution to its
linked unitholders of 1.21615 Growthpoint linked units per Primegro linked unit
held ("the Primegro liquidation distribution").
The Primegro liquidation distribution will be distributed to Primegro linked
unitholders in accordance with the timetable set out below:
2003
Last day to trade in respect of the Primegro
liquidation distribution Friday, 15 August
Suspension of Primegro linked units from the
JSE Securities Exchange South Africa ("JSE")
at the commencement of business Monday,18 August
Record date to participate in the Primegro
liquidation distribution Friday, 22 August
Distribution date for the Primegro liquidation
Distribution Monday, 25 August
These dates are subject to change at the instance of Growthpoint and/or
Primegro and in the event that any such changes are made, these will be
published on SENS and in the press by Friday, 8 August 2003. Primegro linked
unitholders will be advised of determination of the termination of the listing
of Primegro linked units on the JSE in due course.
Linked unit certificates may not be dematerialised or rematerialised between
Monday, 18 August 2003 and Friday, 22 August 2003, both days inclusive.
4. GROWTHPOINT DISTRIBUTION
As the effective date of the proposed merger is 1 May 2003, a distribution
will be made by Growthpoint to Growthpoint linked unitholders, including those
unitholders to which the Primegro liquidation distribution will be made, for the
two-month period ending 30 June 2003 ("the Growthpoint distribution").
Following the Primegro liquidation distribution Primegro linked unitholders will
hold Growthpoint linked units directly and accordingly will be entitled to the
Growthpoint distribution should they still hold such units on the Growthpoint
distribution record date. A further announcement in this regard will be made by
Growthpoint in due course.
5. ISSUE OF ADDITIONAL GROWTHPOINT LINKED UNITS
Growthpoint and Primegro linked unitholders are referred to the Growthpoint
announcement on 10 July 2003 detailing that in addition to the 184,7 million new
Growthpoint linked units to be issued to Primegro in terms of the proposed
merger, Growthpoint will issue 94,3 million additional Growthpoint linked units
for cash ("the additional Growthpoint units"), representing the maximum amount
authorised by Growthpoint linked unitholders. The additional Growthpoint linked
units are expected to be issued on or about Wednesday, 3 September 2003.
For and on behalf of the board
Growthpoint Properties Limited
Sandton
1 August 2003
For and on behalf of the board
Primegro Properties Limited
Johannesburg
1 August 2003
Investment bank and debt arranger
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
Fluxmans Attorneys
Fluxmans Inc.
Registration number 2000/024775/21
Sponsor to Growthpoint and transactional sponsor to Primegro
Investec Bank Limited
(Registration number 1969/004763/06)
Investment bank and independent adviser to Primegro
Nedbank Corporate
Legal adviser to Primegro
Jowell, Glyn & Marais Inc
Sponsor to Primegro
Nedbank Corporate
Date: 01/08/2003 03:12:08 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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